Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References to the "Company," "us," "our" or "we" refer FutureTech II Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the notes related thereto contained elsewhere in this report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors

Overview

We are a blank check company incorporated in Delaware on August 19, 2021. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Extension of Combination Period and Extension Loans

As approved by our stockholders at the special meeting of stockholders held on August 17, 2023 (the "First Extension Meeting"), we entered into an amendment to the Investment Management Trust Agreement, dated as of February 18, 2022 (the "Trust Agreement"), with Continental Stock Transfer & Trust Company ("Continental"), on August 17, 2023 (the "Trust Amendment"). The Trust Amendment extended the initial date on which Continental must commence liquidation of the Trust Account to up to February 18, 2024, or such earlier date as determined by our board of directors (the "Board"), unless the closing of our initial business combination shall have occurred, provided that FutureTech II Partners LLC (the "Sponsor") (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of our public stockholders (the "Trust Account") the lesser of: (i) $125,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of our public shares that are not redeemed for each such one-month extension unless the closing of our initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

As approved by its stockholders at the First Extension Meeting, we filed an amendment to our Charter with the Delaware Secretary of State on August 17, 2023 (the "First Charter Amendment"), to extend the date by which we have to consummate a business combination for an additional six months, from August 18, 2023 (the "Termination Date") to up to February 18, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time after the Termination Date, until February 18, 2024 or a total of up to six months after the Termination Date, or such earlier date as determined by the Board, unless the closing of our initial business combination shall have occurred (the "Extension," and such later date, the "Extended Termination Date"), provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of: (i) $125,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of our public shares that are not redeemed for each such one-month extension unless the closing of our initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

In connection with the votes to approve the Extension, the holders of 5,943,650 public shares of our Class A common stock properly exercised their right to redeem their shares (the "First Extension Redeeming Stockholders ") for cash at a redemption price of approximately $10.81 per share (the "First Redemption Payment"), for an aggregate redemption amount of approximately $64.2 million. It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and, therefore, the First Redemption Payment should have been approximately $10.73 per share. This meant that the First Extension Redeeming Stockholders were overpaid in the amount of approximately $0.08 per share (the "First Extension Overpayment Amount"). On or about March 6, 2025, the Trustee of the Trust Account commenced the claw-back process in connection with the First Extension Overpayment Amount and the First Extension Overpayment is reflected in this Form 10-Q as a receivable from the Sponsor as agreed by the Sponsor. This amount will be reduced as the Company receives the claw back payments from the First Extension Redeeming Stockholders.

On February 17, 2023 the Company caused to be deposited $1,150,000 into the Company's Trust Account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial Business Combination by three months from February 18, 2023 to May 18, 2023. On May 17, 2023 the Company caused to be deposited $1,150,000 into the Company's Trust Account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial Business Combination by three months from May 18, 2023 to August 18, 2023. On August 18, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from August 18, 2023 to September 18, 2023. On September 26, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from September 18, 2023 to October 18, 2023. On October 18, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from October 18, 2023 to November 18, 2023. On November 17, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from November 18, 2023 to December 18, 2023. On December 18, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from December 18, 2023 to January 18, 2024. On January 18, 2024, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from January 18, 2024 to February 18, 2024.

As approved by its stockholders at the Second Extension Meeting held on February 14, 2024, we filed an amendment to the Charter with the Delaware Secretary of State on February 14, 2024 (the "Second Charter Amendment"), to extend the date by which we have to consummate a business combination for an additional nine months up to November 18, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Extended Termination Date, until November 18, 2024 or a total of up to nine months after the Extended Termination Date, or such earlier date as determined by the Board, unless the closing of our initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of: (i) $50,000 and (ii) an aggregate amount equal to $0.03 multiplied by the number of our public shares that are not redeemed for each such one-month extension unless the closing of our initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The Second Charter Amendment was filed as Exhibit 3.1 to the Form 8-K filed by the Company on February 14, 2024

In connection with the votes to approve the Second Charter Amendment, the holders of 3,236,915 public shares of our Class A common stock properly exercised their right to redeem their shares (the "Second Extension Redeeming Stockholders") for cash at a redemption price of approximately $11.21 per share (the "the Second Redemption Payment"), for an aggregate redemption amount of approximately $36 million (the "Second Redemption Payment"). It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and, therefore, the Second Redemption Payment should have been approximately $11.10 per share. This meant that the Second Extension Redeeming Stockholders were overpaid in the amount of approximately $361,843 (the "Second Extension Overpayment Amount"). On or about March 6, 2025, the Trustee of the Trust Account commenced the claw-back process in connection with the Second Extension Overpayment Amount, which is reflected in this Form 10-Q as a receivable from the Sponsor as agreed by the Sponsor. This amount will be reduced as the Company receives the claw back payments from the Second Extension Redeeming Stockholders.

As of June 30, 2025, approximately $409,036 in aggregate have been received in connection with the First Extension Overpayment Amount, and $285,989 in aggregate have been received in connection with the Second Extension Overpayment Amount. The $695,024 recovered in aggregate for the First and Second Extension Overpayments as of June 30, 2025 has been received by the Company and is included in Due from Sponsor on the Company's unaudited condensed balance sheets.

On February 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from February 18, 2024 to March 18, 2024. On March 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from March 18, 2024 to April 18, 2024. On April 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from April 18, 2024 to May 18, 2024. On May 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from May 18, 2024 to June 18, 2024. On June 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from June 18, 2024 to July 18, 2024.On July 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from July 18, 2024 until August 18, 2024. On August 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from August 18, 2024 to September 18, 2024. On September 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from September 18, 2024 to October 18, 2024. On October 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from October 18, 2024 to November 18, 2024.

As approved by its stockholders at the Third Extension Meeting held on November 18, 2024, we filed an amendment to the Charter with the Delaware Secretary of State on November 21, 2024 (the "Third Charter Amendment", together with the First Charter Amendment and the Second Charter Amendment, the "Charter Amendments")), to extend the date by which we have to consummate a business combination for an additional nine months up to August 18, 2025 by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time until August 18, 2025 or a total of up to nine months, or such earlier date as determined by the Board, unless the closing of our initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an aggregate amount equal to $0.05 multiplied by the number of our public shares that are not redeemed for such extension unless the closing of our initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The Third Charter Amendment was filed as Exhibit 3.1 to the Form 8-K filed by the Company on November 22, 2024.

In connection with the votes to approve the Third Charter Amendment, on November 18, 2024, the holders of 1,564,549 public shares of our Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.01 per share as disclosed in the Proxy Statement. The holders of 25,000 public shares of our Class A common stock subsequently reversed their redemption request and the Company accepted such reversals. As a result, as of the date of this filing, 1,539,649 public shares of our Class A common stock exercised their right to redeem their shares (the "Third Extension Redeeming Stockholders") in connection with the Third Charter Amendment. On March 26, 2025, the Company paid an aggregate redemption amount of approximately $17,400,674.26 (the "Third Redemption Payment") the Third Extension Redeeming Stockholder at approximately $11.30 per share.

On November 20, 2024, the Company caused to be deposited $37,744 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from November18, 2024 to December 18, 2024. On December 18, 2024, the Company caused to be deposited $37,744 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from December 18, 2024 to January 18, 2025. On January 18, 2025, the Company caused to be deposited $37,744 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from January 18, 2025 to February 18, 2025. On February 18, 2025, the Company caused to be deposited $37,744 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from February 18, 2025 to March 18, 2025. On March 18, 2025, the Company caused to be deposited $37,744 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from March 18, 2025 to April 18, 2025. On April 18, 2025, the Company caused to be deposited $45,244 (consisting of $38,994 for the Extension Loan for the period from April 18, 2025 to May 18, 2025 and $6,250 of additional amount for previous five (5) extension periods taking into account reversed redemptions after the Third Extension of the Combination Period on November 18, 2024) into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from April 18, 2025 to May 18, 2025. On May 20, 2025, the Company caused to be deposited $38,994 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from May 18, 2025 to June 18, 2025. On June 18, 2025, the Company caused to be deposited $38,994 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from June 18, 2025 to July 18, 2025.

As of December 31, 2024, there was $3,537,744 outstanding under the Extension Loans from the Sponsor. As of June 30, 2025, there was $3,537,744 outstanding under the Extension Loans from the Sponsor.

Business Combination; Merger Agreement with Longevity Biomedical Inc.

On September 16, 2024, the Company, entered into a Merger Agreement", by and among the Company, Longevity, LBI Merger Sub, Inc., and Bradford A. Zakes, solely in the capacity as seller representative.

Pursuant to the Merger Agreement, the parties thereto will enter into the Transactions, pursuant to which, among other things, immediately following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc. and Aegeria Soft Tissue LLC, Longevity will merge with and into LBI Merger Sub, with Longevity as the surviving entity and becoming a wholly-owned subsidiary of the Company. At the closing of the Transactions (the "Closing"), the Company is expected to change its name to "Longevity Biomedical, Inc." and the Company's common stock is expected to list on the NASDAQ Capital Market under the ticker symbol "LBIO."

The consummation of the proposed Longevity Business Combination is subject to certain conditions as further described in the Merger Agreement.

In connection with the execution of the Merger Agreement, the sole stockholder of Longevity (the "Voting Stockholder") has entered into a Voting and Support Agreement (the "Longevity Support Agreement") with the Company and Longevity, pursuant to which the Voting Stockholder has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Transactions. The Voting Stockholder holds sufficient shares of Longevity to cause the approval of the Transactions on behalf of Longevity.

In connection with the execution of the Merger Agreement, the Company, Longevity, the Sponsor have entered into a Voting and Support Agreement (the "Sponsor Support Agreement"). The Sponsor Support Agreement provides that the Sponsor agrees (i) to vote in favor of the proposed transactions contemplated by the Merger Agreement, (ii) to appear at the purchaser special meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the proposed transactions contemplated by the Merger Agreement, (iv) to not redeem any shares of the Company's Common Stock held by it that may be redeemed, and (v) to waive any adjustment to the conversion ratio set forth in the Company's amended and restated certificate of incorporation (as amended from time to time, the "Charter") with respect to shares of the Class B Common Stock of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

On September 20, 2024, the Company filed a Form 8-K with the SEC to report the Merger Agreement and other legal agreements relating to the Longevity Business Combination, and on February 14, 2025, the Company filed with the SEC an initial Form S-4 (Registration/Proxy Statement) regarding the Longevity Business Combination (collectively, the "Longevity Disclosure Statements"). Unless specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Transactions and does not contain the risks associated with the proposed transactions. For such information, please see Longevity Disclosure Statements. The Company's S-4 can be accessed on the EDGAR section of the SEC's website at www.sec.gov.

PIPE Subscription Agreement

On December 13, 2024, the Company entered into a Subscription Agreement (the "Subscription Agreement") with Yuantian Zhang (the "Investor"), pursuant to which, among other things, the Investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investor, 1,000,000 shares of the Company's Class A Common Stock at a purchase price equal to $5.00 per share (the "Private Placement") in connection with a financing effort related to the Merger Agreement. The effectiveness of the Subscription Agreement is conditioned upon entering into an escrow agreement between the Company and the Investor. In addition, the closing of the Private Placement is contingent upon the concurrent consummation of the Business Combination with Longevity.

On January 31, 2025, in connection with the Subscription Agreement, the Company and the Investor signed an escrow agreement dated January 23, 2025 (the "Escrow Agreement"), pursuant to which the Company agreed to issue additional 2,000,000 shares of Class A Common Stock (the "Escrow Shares", together with any dividends, distributions or other income on the Escrow Shares, the "Escrow Property"), in the name of the Company, to be deposited with Escrow Agent (as defined therein) for two (2) years from the date of the Closing (the "Escrow Release Date"), subject to release if and only if the closing price of the common stock of the Company on the date immediately prior to the Escrow Release Date is less than $7.50 per share. Pursuant to the Escrow Agreement, the Escrow Agent shall release a portion of the Escrow Shares to the Investor such that the aggregate value of all shares of Common Stock issued to the Investor at or before the Closing plus the value of the portion of the Escrow Property released to the Investor is equal to $7,500,000; provided, however, that if the aggregate value of all shares of Common Stock issued to the Investor at or before the Closing plus the value of the Escrow Property on the Escrow Release Date is less than $7,500,000, the Investor will be entitled to receive all of the Escrow Property but nothing more; provided, further, that, each Escrow Share shall be valued at an amount equal to the closing price of the shares of Common Stock on the Nasdaq Stock Market on the day immediately prior to the Escrow Release Date.

The foregoing descriptions of the Subscription Agreement, the Escrow Agreement and the transactions contemplated thereby are only summaries and do not purport to be complete, and are qualified in their entirety by reference to the full text of such instruments, a copy of which was attached to the Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, filed with the SEC on January 31, 2025 and incorporated herein by reference.

Sponsor Working Capital Loans

In order to finance transaction costs in connection with Longevity Business Combination and ongoing operating costs, on March 25, 2025, the Company issued an unsecured, non-interest-bearing promissory note in the aggregate principal amount up to $1,500,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor agreed to provide us with a loan up to $1,500,000 as may be required ("Sponsor Working Capital Loans"). Such Sponsor Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2025, there was $823,302 outstanding under the Working Capital Loans.

Class B Common Stock

Immediately following the Third Extension Meeting and filing of the Third Charter Amendment with the Secretary of State of the State of Delaware, on November 22, 2024, the holders of shares of Class B Common Stock unanimously elected to convert all of their shares of Class B Common Stock to shares of Class A Common Stock on a one-to-one basis. As a result, all of 2,875,000 shares of Class B Common Stock issued and outstanding have been converted to 2,875,000 shares of Class A Common Stock (the "Converted Class A Common Stock") effective November 21, 2024. Although for the purposes of Nasdaq listing standard, the Converted Class A Common Stock is considered as listed securities, the Converted Class A Common Stock shall remain as founder shares and is not subject to redemption and subject to transfer restrictions and lock-up obligations. On February 4, 2025, the Company and the holders effected such conversion by delivering the required instructions to the Company's transfer agent. As of the date of this filing, there is zero (0) issued and outstanding shares of Class B Common Stock of the Company.

Compliance with Nasdaq Listing Standards

As previously disclosed, on April 23, 2024, the Company received a written notice (the "Notice") from the Staff of Nasdaq Stock Market LLC (the "Nasdaq") notifying the Company that, for the last 30 consecutive business days, the Company's Market Value of Listed Securities was below the minimum of $50 million required for continued listing on The Nasdaq Global Market (the "Market Value Standard") pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the "Rule"). The Staff also noted that the Company did not meet the requirements under Nasdaq Listing Rule 5450(b)(3)(A) (the "Total Assets/Total Revenue Standard"). An indicator will be displayed with quotation information related to the Company's securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third-party providers of market data information, however, the Notice did not impact the listing of the Company's securities on The Nasdaq Global Market at this time.

The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had a period of 180 calendar days from the date of the Notice, or until October 21, 2024 (the "Compliance Date"), to regain compliance with the Market Value Standard.

On October 23, 2024, the Company received a notice from the Staff (the "Staff's Determination") stating that the Company has not regained compliance with the Rule and the Company's securities would be delisted from the Nasdaq Global Market unless the Company requested an appeal of Staff's Determination by October 30, 2024 or applied to list its securities on The Nasdaq Capital Markets by October 30, 2024.

On October 29, 2024, the Company timely appealed the Staff's Determination and requested for a hearing (the "Hearing") to the Hearings Panel (the "Panel"). On October 30, 2024, the Company received a letter from Nasdaq stating that the delisting action has been stayed, pending a final written decision by the Panel, and that the date of the Hearing will be December 17, 2024. The letter also contained hearing instructions. On November 27, 2024, the Company timely submitted written materials setting forth grounds for additional time to regain compliance or alternatively grant the Company's application to transfer its shares to list on the Nasdaq Capital Market. On November 27, 2024, the Company submitted an application to transfer from the Nasdaq Global Market to the Nasdaq Capital Market. On December 11, 2024, the Company received an approval letter from Nasdaq, informing that the Company's transfer application has been approved and the Company's securities will be transferred to the Nasdaq Capital Market at the opening of business on December 13, 2024.

In order to regain compliance with Nasdaq, the Company held the Third Extension Meeting on November 18, 2024 at which the stockholders approved the Founder Share Amendment, and all holders of shares of Class B Common Stock promptly elected to convert all 2,875,000 shares of Class B Common Stock to 2,875,000 shares of Class A Common Stock. As a result, as of December 3, 2024, the Company has approximately 5,305,595 shares of issued and outstanding listed securities.

As disclosed in a Form 12b-25 Notification of Late Filing filed with the SEC on November 15, 2024, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended September 31, 2024 (the "2024 Q3 10-Q") with the SEC. Consequently, the Company received an expected deficiency notification letter from the Staff of Nasdaq dated November 27, 2024 (the "Third Notice"). The Third Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Periodic Filing Rule") as a result of its failure to timely file the 2024 Q3 10-Q. The Staff also noted that this serves as an additional basis for delisting the Company's securities from Nasdaq and since the Company is already scheduled to appear before a Hearings Panel for its failure to comply with the Nasdaq Listing Rule 5420(a)(2), the Company has until December 4, 2024 to request a stay of suspension, pending a Hearings Panel decision. In addition, the Staff noted that based on the Company disclosure that 1,564,549 shares were tendered for redemption in connection with the special meeting on November 18, 2024, the Company no longer complies with the minimum 1,100,000 publicly held shares requirement set forth in Listing Rule 5450(b)(2)(B) (the "Publicly Held Shares Rule").

On December 4, 2024, the Company timely submitted a letter requesting a stay of suspension. On December 9, 2024, the Company submitted an updated information regarding the total number of listed securities and the total number of public shares and related information via Nasdaq Listing Center. The Hearing was held on December 17, 2024.

On January 15, 2024, the Company received a decision letter from the Panel stating that it grants the Company's request for continued listing on Nasdaq, provided that the demonstrates compliance with the Periodic Filing Rule on or before January 31, 2025.

On February 12, 2025, the Company received a letter from Nasdaq stating that the Company had regained compliance with the listing rules and the matter is now closed.

On February 19, 2025, the Company received a notice from the Nasdaq stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that our securities were now subject to delisting. The Company's registration statement, filed in connection with the Company's IPO, became effective February 14, 2022. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, or by February 14, 2025. Since the Company did not complete its initial business combination by February 14, 2025, the Company did not comply with IM-5101-2, and its securities became subject to delisting.

The Company did not appeal Nasdaq's determination to delist the Company securities and accordingly, the Company's securities was suspended from trading on Nasdaq at the opening of business on February 26, 2025. On February 25, 2025, the Company received a letter of approval from FINRA to begin trading over the counter with the symbols "FTII" "FTIIU" and "FTIIW" commencing on February 26, 2025.

The Company expects that Nasdaq will file a Form 25-NSE with the SEC to delist its securities, and that the delisting will become effective ten (10) days after Nasdaq files the Form 25-NSE with the SEC to complete the delisting. The Company does not intend to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended, and expects that the Company's securities will be quoted on the over-the-counter market. In addition, as disclosed in the Registration/Proxy Statement on Form S-4 filed with the SEC on February 14, 2025, the Company intends to make a listing application for the securities of the combined company to be traded on Nasdaq.

Recent Developments

Zero Interest Convertible Notes

On April 7, 2025, the Company signed Zero Interest Convertible Notes dated April 4, 2025 and April 7, 2025 (each, a "Convertible Note," and collectively, the "Convertible Notes") issued to Wuhao Zhang, Yujie Zhou, Wanrong Wang, Shouxiang Lu, Ji Wang and Gang Yuan (each, an "Investor," and collectively, the "Investors"), pursuant to which, among other things, the Investors agreed to loan the Company $1,025,000 in aggregate (the "Principal Amount") in exchange for their right to convert all or any part of the Principal Amount and any accrued interest (the "Conversion Amount") into the shares of the Company at or any time after the closing of the initial business combination by the Company. The Maturity Date of the Convertible Notes is September 30, 2025. The Convertible Notes are interest-free, except that if there are no conversion or no repayment of the Principal Amount on the Maturity Date and the Maturity Date is extended, an interest of five percent (5%) per annum will apply to the Principal Amount commencing from the Maturity Date, calculated on a 365 day/year basis.

The conversion price (the "Conversion Price") per share shall equal four dollars ($4) for the thirty (30) days immediately following the Issue Date (as defined therein), and thereafter shall equal the lowest closing price of the common stock during the preceding twenty-five (25) Trading Day (as defined therein) period ending on the latest complete Trading Day prior to the Conversion Date (as defined therein) of the Convertible Note. If an Event of Default (as defined therein) under the Convertible Note has occurred, an Investor, in his/her sole discretion, may elect to use a Conversion Price equal to the lower of: (i) the lowest traded price of the common stock of the Company on the Principal Market on the Trading Day immediately preceding the Issue Date or (ii) 95% of either the lowest traded price or the closing bid price, whichever is lower for the Company's common stock on the Principal Market during any Trading Day in which the Event of Default has not been cured.

The Investors agreed to waive any and all of their rights and remedies that they may have at law or in equity against the Trust Account of the Company (as such term is defined in the S-1 of the Company), including, but not limited to, right to sue and collect from the Trust Account in the Event of Default by the Company.

The foregoing descriptions of the Convertible Notes and the transactions contemplated thereby are only summaries and do not purport to be complete and are qualified in their entirety by reference to the full text of such instruments, a copy of which was attached to the Current Report on Form 8-K as Exhibit 10.1 filed with the SEC on April 11, 2025 and incorporated herein by reference.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering ("Initial Public Offering"), conducting the Initial Public Offering and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three and six months ended June 30, 2025, we had net losses of $80,647 and $370,320, which consisted of investment income of $72,477 and $272,304, respectively, partially offset by expenses of $138,735 and $592,572 and tax expense of $14,389 and $50,052, respectively. Expenses were higher in 2025 compared to 2024 due to due diligence costs related to a potential business combination transaction.

For the three and six months ended June 30, 2024, we had net loss and net income of $44,457 and $85,119, which consisted of investment income of $283,084 and $819,427, respectively, partially offset by expenses of $284,894 and $595,828 and tax expense of $42,647 and $138,480, respectively.

Liquidity and Capital Resources

In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until August 18, 2025 to complete a Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date and the Company has not exercised its option to extend the deadline, there will be a mandatory liquidation and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the Company's inability to continue as a going concern.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $160,723 in cash and no cash equivalents as of June 30, 2025.

For the six months ended June 30, 2025, cash used in operating activities was $1,187,204. The net loss of $370,320 was affected by interest earned on investments held in the Trust account of $272,304, and changes in operating assets and liabilities used $544,580 of cash for operating activities.

For the six months ended June 30, 2024, cash used in operating activities was $591,410. The net income of $85,119 was affected by interest earned on investments held in the trust account of $819,427, and changes in operating assets and liabilities provided $142,898 of cash for operating activities.

For the six months ended June 30, 2025, cash provided by investing activities was $17,585,764 due to cash withdrawn from the Trust Account of $17,822,230, partially offset by cash deposited into the Trust Account of $236,466

For the six months ended June 30, 2024, cash provided by investing activities was $36,123,240 due to cash withdrawn from the Trust Account of $36,498,240 and cash that was in transit to the Trust Account as of December 31, 2023, partially offset by cash deposited into the Trust Account of $500,000 and $125,000 cash in transit to the trust.

For the six months ended June 30, 2025, cash used in financing activities was $16,294,605 due to $17,400,674 in cash paid for redemptions, partially offset by proceeds from Transfer Agent of $695,024 and proceeds from issuance of debt - related party of $411,045.

For the six months ended June 30, 2024, cash provided by financing activities was $35,548,932 due to $36,281,990 in cash paid for redemptions, partially offset by $358,058 in capital contributions from the Sponsor and proceeds from issuance of debt - related party of $375,000.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. Pursuant to the Underwriting Agreement in relation to the IPO of the Company, upon the completion of an initial business combination, the Underwriter is entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Offering upon closing of the Business Combination, or $3,450,000 ("Deferred Commission"). On February 6, 2025, the Company and Longevity executed a Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated February 15, 2022 (the "Discharge Agreement") the Underwriter. Under the Discharge Agreement, instead of receiving the full Deferred Commission in cash at the closing of the business combination with Longevity and other parties thereto, the Underwriter will accept (1) $500,000 in cash at the time of the closing; (2) a $1,475,000 promissory note executed by the Company and Longevity ("D. Boral Note") in which the Company (upon closing) is obligated to pay the Underwriter in cash by the maturity date; and (3) 147,500 shares of the Company's common stock, which when multiplied by the $10.00 per share price agreed to between the parties equals $1,475,000 and which shall be issued and delivered to the Underwriter at the closing. The Discharge Agreement and D. Boral Note have no effect unless the Longevity Business Combination is consummated. The Discharge Agreement and D. Boral Note have been disclosed by the Company on the Company's Current Report on Form 8-K filed with the SEC on February 11, 2025.

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of June 30, 2025, the below were the critical accounting policies.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2025 and December 31, 2024, the Class A common stock subject to possible redemption in the amount of $9,783,099 and $9,080,744, respectively, is presented as temporary equity, outside of the stockholders' deficit section of the Company's unaudited and audited condensed balance sheets . The increase of $702,355 during the six months ended June 30, 2025 in the Class A common stock subject to possible redemption is due to accretion to the redemption value of $358,717 and differences between the estimated third redemption and the actual amount paid of $343,638.

As of June 30, 2025 and December 31, 2024, the shares of common stock subject to possible redemption reflected on the unaudited and audited condensed balance sheets are reconciled in the following table.

Ending Balance as of December 31, 2023		$	61,226,803
Redemption of Class A common stock			(36,281,990	)
Remeasurement of carrying value to redemption value			1,518,400
Redemption amount payable			(17,744,312	)
Due from Sponsor			361,843
Ending Balance as of December 31, 2024		$	9,080,744
Remeasurement of carrying value to redemption value			227,396
Reversal of estimated redemption amount			343,638
Ending Balance as of March 31, 2025			9,651,778
Remeasurement of carrying value to redemption value			131,321
Ending Balance as of June 30, 2025		$	9,783,099

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):

		Three Months Ended								Three Months Ended
		June 30, 2025								June 30, 2024
		Redeemable				Non-redeemable				Redeemable				Non-redeemable
Basic and diluted net income (loss) per share of common stock Numerator: Interest		$	72,477			$	-			$	283,084			$	-
Less: Allocation of expenses			(27,837	)			(125,288	)			(130,321	)			(197,220	)
Less: Accretion of carrying value to redemption value			(190,501	)			-				(649,442	)			-
Total		$	(145,861	)		$	(125,288	)		$	(496,679	)		$	(197,220	)
Basic and diluted net income (loss) per share of common stock		$	(0.19	)		$	(0.04	)		$	(0.21	)		$	(0.06	)

		Six Months Ended								Six Months Ended
		June 30, 2025								June 30, 2024
		Redeemable				Non-redeemable				Redeemable				Non-redeemable
Basic and diluted net income (loss) per share of common stock Numerator: Interest		$	272,304			$	-			$	819,427			$	-
Less: Allocation of expenses			(116,825	)			(525,799	)			(344,475	)			(389,814	)
Less: Accretion of carrying value to redemption value			(190,501	)			-				(649,442	)			-
Total		$	(35,022	)		$	(525,799	)		$	(174,490	)		$	(389,814	)
Basic and diluted net income (loss) per share of common stock		$	(0.04	)		$	(0.15	)		$	(0.06	)		$	(0.11	)

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregate them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the guidance for the annual reporting period ended December 31, 2024. There was no impact on the Company's unaudited condensed financial statements.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Subsequent Events

Extension of Business Combination Period

On July 18, 2025, the Company caused to be deposited $38,994 into the Company's Trust account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from July 18, 2025 to August 18, 2025.

Amended and Restated Merger Agreement

On August 6, 2025, the Company, entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement"), by and among the Company, Longevity Biomedical Holdings Corp., a Delaware corporation ("PubCo"), LBH Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company ("Merger Sub"), Longevity and Andrew Leo, solely in the capacity as sellers representative. Capitalized terms herein, unless otherwise defined, shall have the meanings ascribed to them in the Amended Merger Agreement.

The Amended Merger Agreement provides that the parties thereto will enter into a business combination transaction (the "Business Combination" and together with the other transactions contemplated by the Amended Merger Agreement, the "Transactions"), pursuant to which, among other things, (i) Longevity will consummate Target Acquisitions (as defined below) upon the terms and subject to conditions set forth therein and pursuant to the Target Acquisition Agreements (as defined therein), and (ii) immediately following the consummation of the Target Acquisitions, the Company will merge with and into PubCo (the "Reorganization Merger") with PubCo as the surviving company of the Reorganization Merger, and (iii) immediately following the consummation of the Reorganization Merger, Longevity will merge with and into Merger Sub (the "Acquisition Merger") with Longevity as the surviving company of the Acquisition Merger. Following the Acquisition Merger, Longevity will be a wholly-owned subsidiary of PubCo. At the closing of the Transactions (the "Closing"), PubCo's common stock, par value $0.0001 per share (the "PubCo Common Stock"), is expected to list on the Nasdaq Stock Market LLC ("Nasdaq") under the ticker symbol "LBIO." The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date."

Subject to the terms and conditions set forth in the Amended Merger Agreement, the aggregate consideration ("Merger Consideration") to be paid at the Closing by PubCo to the holders of Longevity common stock, par value $0.0001 per share ("Longevity Common Stock"), will consist of a number of shares of common stock of the Company ("PubCo Common Stock") equal to (i) (A) $100,000,000 minus (B) the value of each outstanding vested option to purchase Longevity Common Stock that is converted into a PubCo option, in accordance with the Amended Merger Agreement, divided by (ii) $10.00.

On the terms and subject to the conditions set forth in the Merger Agreement,

1. At the effective time of the Reorganization Merger (the "Reorganization Merger Effective Time"), by virtue of the Reorganization Merger:

(a) each share of the Company's Common Stock issued and outstanding immediately prior to the Reorganization Merger Effective Time shall be converted automatically into one Purchaser Common Stock. At the Reincorporation Effective Time, all shares of the Company's Common Stock will cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and

(b) (i) each unit of issued and outstanding Private Warrant of the Company shall convert automatically into a warrant to purchase one Purchaser Class A Common Stock at a price of $11.50 per whole share of Purchaser Class A Common Stock (the "Purchaser Private Warrant"), (ii) each issued and outstanding unit of the Company's Public Warrant shall convert automatically into a warrant to purchase one Purchaser Class A Common Stock at a price of $11.50 per whole share of Purchaser Class A Common Stock (the "Purchaser Public Warrant"), (iii) each issued and outstanding unit of the Company's Private Unit shall separate and convert automatically into one (1) Purchaser Class A Common Stock and one (1) Purchaser Private Warrant, (iv) and each issued and outstanding unit of the Company's Public Unit shall separate and convert automatically into one (1) Purchaser Class A Common Stock and one (1) Purchaser Public Warrant. At the Reincorporation Effective Time, all Private Warrants of the Company, Public Warrants of the Company, Private Units of the Company and Public Units of the Company shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist.

2. At the effective time of the Acquisition Merger (the "Acquisition Merger Effective Time"), by virtue of the Acquisition Merger:

(a) Each issued share of Longevity Common Stock outstanding immediately prior to the Merger Effective Time (other than shares to be canceled in accordance with the Merger Agreement ) will be automatically cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to: (i) the Merger Consideration divided by (ii) the number of outstanding shares of Longevity Common Stock, and

(b) each share of the Purchaser Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time with respect to which a Company stockholder has validly exercised its redemption rights (collectively, the "Redemption Shares") will not be converted into and become a share of Purchaser Common Stock, and instead will at the Acquisition Merger Effective Time be converted into the right to receive from the Purchaser, in cash, an amount per share calculated in accordance with such stockholder's redemption rights. As of the Merger Effective Time, all such Redemption Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Redemption Share (or related certificate or book-entry shares) shall cease to have any rights with respect thereto, except the right to receive the cash payments from Purchaser referred to in the immediately preceding sentence.

The foregoing is only a summary of the terms of the Amended Merger Agreement, readers are referred to the actual Amended Merger Agreement for its fully meaning and legal effect. A copy of the Amended Merger Agreement is filed with this Current Report as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto.

Pursuant to the Amended Merger Agreement, Longevity shall, prior to the closing of the Reorganization Merger, consummate the Target Acquisitions upon the terms and subject to conditions set forth therein and pursuant to the Target Acquisition Agreements. The Target Acquisitions are the acquisitions by Longevity of each of Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC ("Aegeria") pursuant to each of the Cerevast Acquisition Agreement and the Aegeria Acquisition Agreement, each in accordance with the respective terms thereof.

On August 12, 2025, the Company consented (the "Approval of Waiver") to Longevity entering into a waiver agreement with Aegeria (the "Waiver Agreement") to remove the restriction contained in the Aegeria Acquisition Agreement that prohibited Aegeria from soliciting, negotiating, entering into, or otherwise facilitating an acquisition proposal or alternative transaction.

The foregoing description of the Approval of Waiver and the Waiver Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Approval of Waiver and the Waiver Agreement and any related agreements. A copy of the Approval of Waiver and the Waiver Agreement are filed with this Current Report as Exhibits 10.1 and 10.2, respectively and are incorporated herein by reference.

August 14, 2025 Stockholder Meeting.

As approved by the Company's stockholders at the special meeting of stockholders held on August 14, 2025, the Company filed a Fourth Amendment (the "Fourth Amendment") to its Amended and Restated Certificate of Incorporation (the "Charter") with the Delaware Secretary of State on August 15, 2025 to modify the terms and extend the date by which the Company has to consummate an initial business combination for twelve one-month extensions from August 18, 2025 to August 18, 2026, provided that the Company deposits the lesser of $25,000 and $0.033 for each outstanding share of common stock sold in the Company's initial public offering into the Trust Account, as defined in the Charter, for each one-month extension.

In connection with the stockholders' vote at the Special Meeting on August 14, 2025, 228,287 shares were tendered for redemption.

On August 15, 2025, the Company filed the Fourth Amendment with the Delaware, Secretary of State. Additionally, on August 15, 2025, the Company deposited $18,203, or $0.033 for each outstanding share of common stock sold in the Company's initial public offering, into the Trust Account to extend the Business Combination Period from August 18, 2025 to September 18, 2025.